Welcome to our dedicated page for Wk Kellogg Company SEC filings (Ticker: KLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
WK Kellogg Co filings document the company's transition from a listed public cereal company to a wholly owned indirect subsidiary of Ferrero International S.A. after completion of its merger in September 2025. The record includes Form 8-K material-event reports, proxy and shareholder-vote materials, operating-results releases, and disclosure on material agreements and capital structure.
Subsequent filings record the removal of KLG common stock from NYSE listing and Exchange Act registration through Form 25 and Form 15. They also document termination of a credit agreement and repayment of obligations at closing, along with governance, risk-factor and corporate-status disclosures tied to the transaction.
Ferrero International to acquire WK Kellogg Co (NYSE: KLG) in an all-cash merger valued at $23.00 per share. On 10 July 2025 the companies signed a definitive Agreement and Plan of Merger under which Frosty Merger Sub, a wholly-owned subsidiary of Ferrero, will merge with and into WK Kellogg Co; the cereal maker will survive as a wholly-owned indirect subsidiary of Ferrero.
Consideration & capital structure
- Each outstanding share of KLG common stock (other than treasury shares or dissenting shares) will be converted into the right to receive $23.00 in cash (the “Per Share Price”).
- Treasury shares and shares already owned by Ferrero will be cancelled with no consideration.
- Equity awards convert to cash: vested RSUs paid out at closing; unvested RSUs/PSUs become cash-settled awards that pay on the original vesting/performance schedule; DSUs paid in cash on their original distribution dates, all calculated at $23.00 per underlying share.
Key closing conditions
- Approval by holders of a majority of outstanding KLG shares (voting agreements executed with the W.K. Kellogg Foundation Trust and Gund family entities support the deal).
- Expiration or termination of the HSR waiting period plus other required regulatory and tax opinions.
- No Company Material Adverse Effect and no legal restraint prohibiting the transaction.
- Ferrero’s obligation to close is not conditioned on financing.
Termination provisions
- Outside date: 10 Jan 2026, automatically extended to 10 Jul 2026 for antitrust clearances.
- KLG may terminate for a Superior Proposal prior to shareholder approval; doing so requires a $73.54 million break-up fee.
- Ferrero must pay KLG $105.06 million if the merger fails to close because of certain antitrust impediments by the termination date.
Additional disclosures
- A joint press release (Exhibit 99.1) furnished under Items 2.02 and 7.01 contains preliminary Q2-25 net sales and adjusted EBITDA figures (exact numbers not included in this filing extract).
- The company has agreed to customary operating and “no-shop” covenants during the interim period.
The board of WK Kellogg Co has unanimously approved the transaction and recommends that shareholders vote in favor. A definitive proxy statement will be filed with the SEC; shareholders are urged to read it when available.